Exhibit
10.11


 


TIME-SHARING
AGREEMENT

(N219FL)


 


This Time-Sharing Agreement (the “Agreement’) is made
effective as of March 15, 2004 (the “Effective Date”), by and between JOSTENS,
INC., a Minnesota corporation (“Sublessor”) and DLJ MERCHANT BANKING III, INC.,
a Delaware limited partnership (“Sublessee”).


 


RECITALS


 


WHEREAS, Sublessor is the lessee of that certain
aircraft identified as a Citation Jet CJ2, bearing serial number 111and FAA
registration number N219FL, including two (2) Williams/Rolls Royce FJ44-2C
aircraft engines, bearing manufacturer’s serial numbers 126090 and 126091
installed thereon, together with the auxiliary power unit, avionics, equipment,
components, accessories, instruments and other items installed in or attached
to the airframe, all spare parts, any replacement part(s) or engine(s) which
may be installed on the aircraft from time to time, and all logs, manuals and
other records relating to such aircraft (collectively, the “Aircraft”); and


 


WHEREAS, Sublessor employs a fully qualified flight
crew to operate the Aircraft; and


 


WHEREAS, Sublessee desires to lease the Aircraft and
flight crew from Sublessor on a time-sharing basis, as defined in Section
91.501(c)(1)of the Federal Aviation Regulations (“FARs”).


 


NOW, THEREFORE, for and in consideration of the mutual
promises, covenants and conditions herein set forth, Sublessor and Sublessee
agree as follows:


 


1.                                       Lease
of Aircraft.  Sublessor agrees to
lease the Aircraft to Sublessee pursuant to the provisions of FAR 91.501(c)(1)
and to provide a fully qualified flight crew for all operations for the period
commencing on the Effective Date of this Agreement and terminating on March 15,
2009, or sooner pursuant to Section 18. 
Nothing contained in this Agreement shall be deemed to prohibit
Sublessor, in its discretion, from substituting for the Aircraft any different
aircraft of any type or model.


 


2.                                       Sublessee’s
Payment Obligations. Sublessee shall pay Sublessor for each flight
conducted under this Agreement an amount equal to the sum of each category of
expense set forth below, provided  however, such amount shall in
no event exceed the sum of the following expenses authorized by FAR Section
91.501(d):


 


(a)                                  Fuel,
oil, lubricants, and other additives;


 


(b)                                 Travel
expenses of the crew, including food, lodging and ground transportation;


 


(c)                                  Hangar
and tie down costs away from the Aircraft’s base of operation;


 

















 


(d)                                 Insurance
obtained for the specific flight;


 


(e)                                  Landing
fees, airport taxes and similar assessments;


 


(f)                                    Customs,
foreign permit, and similar fees directly related to the flight;


 


(g)                                 In-flight
food and beverages;


 


(h)                                 Passenger
ground transportation;


 


(i)                                     Flight
planning and weather contract services; and


 


(j)                                     An
additional charge equal to 100% of the expenses listed in subparagraph (a) of
this Section 2.


 


3.                                       Invoicing
for Flights.  Sublessor shall pay
all expenses related to the operation of the Aircraft when incurred and will
provide, or contract with third parties to provide, a monthly invoice to
Sublessee setting forth the expenses of each specific flight through the last
day of the month in which any flight or flights for the account of Sublessee
occur, which expenses shall not exceed the amount permitted under FAR Section
91.501(d). Sublessee shall pay Sublessor for the total amount set forth on each
such invoice within thirty (30) days of receipt of such invoice. Should
Sublessor receive from Sublessee any amounts under this Agreement not otherwise
allowed under the applicable FAR provisions, Sublessor shall refund such amounts
to Sublessee or apply such amounts to the account of Sublessee promptly after
discovering such unauthorized payments.


 


4.                                       Taxes.  The parties acknowledge that, with the
exception of 2.(g) and (h), the payments specified in Section 2 from Sublessee
to Sublessor are subject to the federal excise tax imposed under Section 4261
of the Internal Revenue Code of 1986, as amended (the “Commercial
Transportation Tax”). Sublessee shall pay to Sublessor (for remittance to the
appropriate governmental agency) all Commercial Transportation Tax applicable
to flights of the Aircraft conducted hereunder.


 


5.                                       Request
for Flights by Sublessee.  Sublessee
shall provide Sublessor with requests for flight time and proposed flight
schedules as far in advance of any given flight as is reasonably possible and
in any event at least forty-eight (48) hours in advance of any requested
departure time. Requests for flight time shall be in a form, whether written or
oral, mutually convenient to, and agreed upon by the parties. In addition to
the proposed schedules and flight times, Sublessee shall provide at least the
following information for each proposed flight at least twenty-four (24) hours
in advance of the scheduled departure as required by Sublessor or Sublessor’s
flight crew:


 


(a)                                  proposed
departure point;


 


(b)                                 destination;


 


(c)                                  date
and time of flight;


 


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(d)                                 number
of anticipated passengers;


 


(e)                                  nature
and extent of luggage and/or cargo to be carried;


 


(f)                                    date
and time of return flight, if any; and


 


(g)                                 any
other information concerning the proposed flight that may be pertinent or
required by Sublessor or Sublessor’s flight crew.


 


6.                                       Scheduling Flights.  Sublessor shall have final authority over
the scheduling of the Aircraft; provided, however, that Sublessor shall use
reasonable efforts to accommodate Sublessee’s needs and to avoid conflicts in
scheduling.  Sublessee acknowledges that
maintenance and inspection of the Aircraft shall take precedence over
scheduling of the Aircraft.


 


7.                                       Maintenance
of Aircraft.  Sublessor shall be
solely responsible for securing maintenance, preventive maintenance and all
required or otherwise necessary inspections of the Aircraft and shall take such
requirements into account in scheduling the Aircraft. No period of maintenance,
preventive maintenance or inspection shall be delayed or postponed for the
purpose of scheduling the Aircraft, unless such maintenance or inspection can
be safely conducted at a later time in compliance with all applicable laws and
regulations, and within the discretion of the pilot-in-command. The
pilot-in-command shall have final and complete authority to cancel or terminate
any flight for any reason or condition which in his or her judgment would
compromise the safety of the flight.


 


8.                                       Operational
Control.  “Operational control” as
defined in the FARs and for the purposes of this Agreement, with respect to a
flight, means the exercise of authority over initiating, conducting, or
terminating a flight. Sublessor shall have operational control of the Aircraft,
which shall include, without limitation, providing the flight crew, selecting
the pilot-in-command and all other physical and technical operations of the
Aircraft.


 


9.                                       Flight
Crew.  Sublessor shall employ, or
contract with others to employ, pay for and provide to Sublessee, a qualified
flight crew for each flight undertaken under this Agreement.


 


10.                                 Safety
of Flights.  In accordance with
applicable FARs, the qualified flight crew provided by Sublessor shall exercise
all of its duties and responsibilities in regard to the safety of each flight
conducted hereunder. Sublessee specifically agrees that the flight crew, in its
sole and absolute discretion, may terminate any flight, refuse to commence any
flight, or take other action which in the judgment of the pilot-in-command is
necessitated by considerations of safety. No such action of the
pilot-in-command shall create any liability for loss, injury, damage or delay
to Sublessee or any other person. The parties further agree that Sublessor
shall not be liable for delay or failure to furnish the Aircraft and crew
pursuant to this Agreement when such failure is caused by government regulation
or authority, mechanical difficulty, war, civil commotion, strikes or labor disputes,
weather conditions, acts of God or other reasons beyond Sublessor’s reasonable
control.


 


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11.                                 Title.  Sublessee acknowledges that Sublessor has
leased the Aircraft from Jostens Holding Corp. (“Lessor”), which is also the
owner of the Aircraft (“Owner”).


 


12.                                 Hull
and Liability Insurance.  Lessor
shall arrange for and maintain at all times during the term of this Agreement
at its expense (a) aircraft liability insurance for the Aircraft in the form
and substance and with such insurers as is customary for large corporate
aircraft of the type similar to the Aircraft, but in any event with limits of
not less than $100,000,000.00 single limit and shall cause Sublessee to be
named as an additional insured thereunder and (b) aircraft hull insurance for
the Aircraft in an amount to be determined by Lessor.  A certificate of insurance (and, upon request, a copy of the
insurance policy(ies)) shall be furnished to Sublessee after the execution of
this Agreement and prior to flights being conducted under this Agreement. In
addition, Lessor shall provide Sublessee with advance written notice prior to
amending or terminating any insurance on the Aircraft and shall provide
Sublessee with a certificate of insurance promptly after entering into any
amended or newly issued insurance policy.


 


13.                                 Additional
Insurance.  Sublessor shall provide
such additional insurance coverage as Sublessee may reasonably request or
require; provided, however, that the cost of such additional insurance, if any,
shall be borne by Sublessee as set forth in Section 2(d) hereof.


 


14.                                 Representations
of Sublessor.  Sublessor represents
and warrants that:


 


(a)                                  It
has the right, power and authority to enter into and perform its obligations
under this Agreement, and the execution and delivery of this Agreement by
Sublessor have been duly authorized by all necessary action on the part of
Sublessor. This Agreement constitutes a legal, valid and binding obligation of
Sublessor, enforceable in accordance with its terms.


 


(b)                                 It
is a corporation duly organized, existing and in good standing under the laws
of the State of Minnesota and has all necessary power and authority under
applicable law and its organizational documents to own or lease its properties
and to carry on its business as presently conducted.


 


(c)                                  It
is a “citizen of the “United States” as defined in Section 40102(a)(15) of
Title 49, United States Code.


 


15.                                 Representations
of Sublessee.  Sublessee represents
and warrants that:


 


(a)                                  It
will use the Aircraft for and on account of its own business only in strict
accordance with the provisions of this Agreement and will neither sell seats to
passengers nor sell space for cargo or otherwise use the Aircraft for the
purpose of providing transportation of passengers or cargo in air commerce for
compensation or hire.


 


(b)                                 It
shall refrain from incurring any mechanics or other lien in connection with
inspection, preventive maintenance, maintenance or storage of the Aircraft or
otherwise, whether permissible or impermissible under this Agreement, and that
it shall refrain from attempting to convey, mortgage, assign, lease or any way


 


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alienate the Aircraft or from creating any
kind of lien or security interest involving the Aircraft, or do anything or
take any action that might mature through notice or the passage of time into
such a lien.


 


(c)                                  During
the term of this Agreement, it will abide by and conform to all such laws,
governmental and airport orders, rules and regulations, as shall from time to
time be in effect relating in any way to the operation and use of the Aircraft
by a time-sharing Sublessee, including, without limitation, Part 91 of the
FARs.


 


16.                                 Aircraft
Base.  For purposes of this Agreement,
the permanent base of operation of the Aircraft shall be Holman Field in Saint
Paul, Minnesota.


 


17.                                 Limitation
of Liability; Indemnification. 
Sublessor agrees to indemnify and hold harmless Sublessee and its
respective officers, directors, partners, employees, shareholders, and
affiliates (“Indemnified Parties”) from and against any and all claims,
proceedings, losses, liabilities, suits, judgments, costs, expenses, penalties
or fines, including reasonable attorney’s fees (each a “Claim”) that may at any
time be suffered or incurred as a result of or connected with Sublessor’s
subleasing, maintenance, operation or use of the Aircraft, but, excluding any
Claim which results from the gross negligence or willful misconduct an
Indemnified Party.  As to Claims arising
upon or prior to the end of the term of this Agreement, the indemnities
contained in this Section 17 shall continue in full force and effect,
notwithstanding the expiration or other termination of this Agreement.


 


EACH PARTY AGREES THAT (A) THE PROCEEDS OF INSURANCE
TO WHICH IT IS ENTITLED, (B) ITS RIGHTS TO INDEMNIFICATION FROM THE OTHER PARTY
UNDER THIS SECTION, AND (C) ITS RIGHT TO DIRECT DAMAGES ARISING IN CONTRACT
FROM A MATERIAL BREACH OF THE OTHER PARTY’S OBLIGATIONS UNDER THIS AGREEMENT ARE
THE SOLE REMEDIES FOR ANY DAMAGE, LOSS, OR EXPENSE ARISING OUT OF THIS
AGREEMENT OR THE SERVICES PROVIDED HEREUNDER OR CONTEMPLATED HEREBY. EXCEPT AS
SET FORTH IN THIS SECTION 17, EACH PARTY WAIVES ANY RIGHT TO RECOVER ANY
DAMAGE, LOSS, OR EXPENSE ARISING OUT OF THIS AGREEMENT OR THE SERVICES PROVIDED
HEREUNDER OR CONTEMPLATED HEREBY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR
OR HAVE ANY DUTY FOR INDEMNIFICATION OR CONTRIBUTION TO THE OTHER PARTY FOR ANY
CLAIMED INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY
DAMAGES CONSISTING OF DAMAGES FOR LOSS OF USE OR DEPRECIATION OF VALUE OF THE
AIRCRAFT, LOSS OF PROFITS OR INSURANCE DEDUCTIBLE.


 


The provisions of this Section 17 shall survive the
termination or expiration of this Agreement.


 


18.                                 Termination.  Either party may terminate this Agreement
upon five (5) business days’ prior written notice to the other party.


 


19.                                 Notices.  All notices and other communications under
this Agreement shall be in writing (except as permitted in Section 5) and shall
be given (and shall be deemed to have been duly given upon receipt or refusal
to accept receipt) by personal delivery, the next


 


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business day if given by facsimile (with a
simultaneous confirmation copy sent by first class mail properly addressed and
postage prepaid) or by a reputable overnight courier service, addressed as
follows:


 


If to
Sublessor:                                                               Jostens,
Inc.

Attn:  Chief Financial Officer

5501 Norman Center Drive

Minnesota, MN  55437

Facsimile:  (952) 830-3293


 


With a copy to:                                                             General
Counsel


 


If to
Sublessee:                                                              DLJ
Merchant Banking III, Inc.


Eleven Madison Avenue, 16th
Floor


New York, NY  10010


Facsimile:  (646) 935-7193


 


or to such other person or address as either party
shall from time to time designate by writing to the other party.


 


20.                                 Successors
and Assigns.  Neither this Agreement
nor any party’s interest herein shall be assignable without the other party’s
written consent thereto. This Agreement shall inure to the benefit of and be binding
upon the parties hereto, their heirs, representatives, successors and permitted
assigns.


 


21.                                 Governing
Law and Consent to Jurisdiction. 
This Agreement is entered into under and is to be construed in
accordance with the laws of the State of Minnesota.  The parties hereby consent and agree to submit to the exclusive
jurisdiction and venue of any state or federal court in the State of Minnesota
in any proceedings hereunder, and each hereby waives any objection to any such
proceedings based on improper venue or forum nonconveniens or similar
principles.  The parties hereto hereby
further consent and agree to the exercise of such personal jurisdiction over
them by such courts with respect to any such proceedings, waive any objection
to the assertion or exercise of such jurisdiction and consent to process being
served in any such proceedings in the manner provided for the giving of notices
hereunder.


 


22.                                 Recitals.  The Recitals preceding this Agreement are
hereby incorporated by reference in their entirety and made a part hereof.


 


23.                                 Further
Acts.  Sublessor and Sublessee shall
each from time to time perform such other and further acts and execute such
other and further instruments as may be required by law or which may be
reasonably necessary to carry out the intents and purposes of this Agreement.


 


24.                                 Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, and all of which
shall constitute one and the same Agreement, binding on all the parties
notwithstanding that all the parties are not signatories to the same
counterpart.


 


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25.                                 TRUTH
IN LEASING STATEMENT.


 


THE AIRCRAFT, AS EQUIPMENT, BECAME SUBJECT TO THE
MAINTENANCE REQUIREMENTS OF PART 91 OF THE FEDERAL AVIATION REGULATION (“FARS”)
UPON THE REGISTRATION OF THE AIRCRAFT WITH THE FEDERAL AVIATION
ADMINISTRATION.  PRIOR TO EXECUTING THIS
AGREEMENT, SUBLESSOR REVIEWED THE AIRCRAFT’S MAINTENANCE AND OPERATING LOGS AND
FOUND THAT THE AIRCRAFT HAS BEEN MAINTAINED AND INSPECTED UNDER PART 91 OF THE
FARS, AS APPLICABLE, DURING THE LAST 12 MONTHS.  SUBLESSOR CERTIFIES, AND SUBLESSEE ACKNOWLEDGES THAT THE AIRCRAFT
WILL BE MAINTAINED AND INSPECTED UNDER PART 91 OF THE FARS FOR OPERATIONS TO BE
CONDUCTED UNDER THIS LEASE. UPON EXECUTION OF THIS LEASE, AND DURING THE TERM
HEREOF, SUBLESSOR, WHOSE NAME AND ADDRESS ARE JOSTENS, INC., 5501 NORMAN CENTER
DRIVE, MINNEAPOLIS, MINNESOTA, 55437, ACTING BY AND THROUGH DAVID TAYEH
(SIGNATURE:  s/s David A. Tayeh),
WHO EXECUTES THIS SECTION SOLELY IN HIS CAPACITY AS CHIEF FINANCIAL OFFICER OF
SUBLESSOR, CERTIFIES THAT SUBLESSOR AND NOT SUBLESSEE SHALL BE RESPONSIBLE FOR
THE OPERATIONAL CONTROL OF THE AIRCRAFT UNDER THIS AGREEMENT. SUBLESSOR FURTHER
CERTIFIES THAT IT UNDERSTANDS ITS RESPONSIBILITIES FOR COMPLIANCE WITH
APPLICABLE FARS. THE PARTIES HERETO ACKNOWLEDGE THAT AN EXPLANATION OF FACTORS
BEARING ON OPERATIONAL CONTROL AND PERTINENT FARS MAY BE OBTAINED FROM THE
NEAREST FEDERAL AVIATION ADMINISTRATION FLIGHT STANDARD DISTRICT OFFICE,
GENERAL AVIATION DISTRICT OFFICE OR AIR CARRIER DISTRICT OFFICE.  THE “INSTRUCTIONS FOR COMPLIANCE WITH TRUTH
IN LEASING REQUIREMENTS” ATTACHED HERETO ARE INCORPORATED HEREIN BY REFERENCE.


 


[Signature Page
Follows]


 


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IN WITNESS WHEREOF, the parties have executed this
Agreement.


 


 


	
  JOSTENS, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/  Marjorie
  J. Brown

  	
   

  	
  March 11, 2004  4:00 p.m.

  	
   

  
	
   

  	
  Name: Marjorie J. Brown

  	
  Date and Time of
  Execution

  
	
   

  	
  Title: Vice President and
  Treasurer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DLJ MERCHANT BANKING
  III, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/  Michael Isikow

  	
   

  	
   

  
	
   

  	
  Name: Michael Isikow

  	
  March 11, 2003  4:00 p.m.

  	
   

  
	
   

  	
  Title:  Principal

  	
  Date and Time of
  Execution

  
						



 


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INSTRUCTIONS FOR
COMPLIANCE WITH “TRUTH IN LEASING”


 


REQUIREMENTS


 


1.                                       Mail
a copy of the lease to the following address via certified mail, return receipt
requested, immediately upon execution of the lease (14 C.F.R. 91.23 requires
that the copy be sent within twenty-four hours after it is signed):


 


Federal Aviation
Administration


Aircraft Registration
Branch


ATTN: Technical Section


P. O. Box 25724


Oklahoma City, Oklahoma
73125


 


2.                                       Telephone
the nearest Flight Standards District Office at least forty-eight hours prior
to the first flight under this lease.


 


3.                                       Carry
a copy of the lease in the aircraft at all times.


 


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